<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LookSmart, Ltd.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
543442 10 7
(CUSIP Number)
Andrew A. Merdek, Esq.
Cox Interactive Media, Inc.
1400 Lake Hearn Drive, N.E.
Atlanta, Georgia 30319
(404) 843-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 19, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however,see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 543442 10 7 Page 2 of 15
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cox Interactive Media, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 18,987,801
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,987,801
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,987,801
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 543442 10 7 Page 3 of 15
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cox Enterprises, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 18,987,801
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,987,801
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,987,801
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 543442 10 7 Page 4 of 15
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barbara Cox Anthony
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 18,987,801
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,987,801
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,987,801
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO; See Item 2.
- --------------------------------------------------------------------------------
<PAGE> SCHEDULE 13D
CUSIP No. 543442 10 7 Page 5 of 15
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anne Cox Chambers
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 18,987,801
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
18,987,801
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,987,801
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO; See Item 2.
- --------------------------------------------------------------------------------
<PAGE>
The summary descriptions contained in this report of certain agreements and
documents are qualified in their entirety by reference to the complete texts of
such agreements and documents filed as Exhibits hereto and incorporated herein
by reference.
Item 1. Security and Issuer.
This Report on Schedule 13D relates to the Common Stock, par value $.001
per share (the "Common Stock"), of Look Smart, Ltd., a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 487 Bryant
Street, San Francisco, California 94107-1316.
Item 2. Identity and Background.
This report is being filed jointly by Cox Interactive Media, Inc. ("CIM"),
Cox Enterprises, Inc. ("CEI"), Barbara Cox Anthony and Anne Cox Chambers. CIM
and CEI are incorporated in the State of Delaware. CIM operates a network of
local city-oriented Internet websites. The principal businesses of CEI are
publishing, cable television, broadcasting and automobile auctions. The
principal office and business address of CIM is 530 Means St., N.W., Suite 200,
Atlanta, GA 30318, and the principal office and business address of CEI is 1400
Lake Hearn Drive, N.E., Atlanta, Georgia 30319. The principal residence address
of Mrs. Anthony is 3944 Noela Place, Honolulu, Hawaii 96815, and the principal
residence address of Mrs. Chambers is 426 West Paces Ferry Road, N.W., Atlanta,
Georgia 30305.
CIM is a wholly owned subsidiary of CEI. There are 607,690,855 shares of
common stock of CEI outstanding, with respect to which: (i) Barbara Cox Anthony,
as trustee of the Anne Cox Chambers Atlanta Trust, exercises beneficial
ownership over 174,949,266 shares (28.8%); (ii) Anne Cox Chambers, as trustee of
the Barbara Cox Anthony Atlanta Trust, exercises beneficial ownership over
174,949,266 shares (28.8%); (iii) Barbara Cox Anthony, Anne Cox Chambers and
Richard L. Braunstein, as trustees of the Dayton Cox Trust A, exercise
beneficial ownership over 248,237,055 shares (40.8%); and (iv) 271 individuals
and trusts exercise beneficial ownership over the remaining 9,555,268 shares
(1.6%). Thus, Barbara Cox Anthony and Anne Cox Chambers, who are sisters,
together exercise beneficial ownership over 598,135,587 shares (98.4%) of the
common stock of CEI. In addition, Garner Anthony, the husband of Barbara Cox
Anthony, holds beneficially and of record 43,734 shares of common stock of CEI.
Barbara Cox Anthony disclaims beneficial ownership of such shares. Therefore,
each of CEI, Anne Cox Chambers and Barbara Cox Anthony may also be deemed to be
beneficial owners of the securities reported herein.
The following information concerning the directors and executive officers
of CIM, CEI, Anne Cox Chambers and Barbara Cox Anthony is set forth on Exhibit
99.1:
(i) name;
(ii) residence or business address; and
-6-
<PAGE>
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
During the last five years, to the best knowledge of the persons filing
this report, none of CIM, CEI, any of their respective executive officers or
directors, Barbara Cox Anthony or Anne Cox Chambers have been convicted in any
criminal proceedings (excluding traffic violations and similar misdemeanors).
During the last five years, to the best knowledge of the persons filing
this report, none of CIM, CEI, any of their respective executive officers or
directors, Barbara Cox Anthony or Anne Cox Chambers have been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
as the result of which it, he or she was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
To the best knowledge of the persons filing this report, all of the
individuals listed on Exhibit 99.1 are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Series A and Series B Preferred Stock Purchase Agreement,
dated May 7, 1998, between the Company and the other signatories thereto, CIM
acquired 2,387,958 shares of the Company's Series B Preferred Stock (the "Series
B Preferred Stock") at a purchase price of $2.5147 per share. The Series B
Preferred Stock automatically converted into 14,327,748 shares of Common Stock
upon the completion of the Company's initial public offering on August 19, 1999.
Pursuant to a Development, Licensing and Affiliation Agreement (the
"Development Agreement"), dated May 7, 1998, between the Company and CIM, the
Company issued to CIM a warrant to purchase 1,500,000 shares of the Company's
Common Stock at an exercise price of $2.50 per share and with an expiration date
of May 7, 2003. Under the Development Agreement, the Company licenses to CIM the
LookSmart Search Engine, the LookSmart Category Search, the LookSmart Tools and
the Applicable Marks (all as defined in the Development Agreement, Exhibit 99.5
to this report) and CIM licenses to the Company the Local Database, the Local
Ontologies and the Applicable Marks (all as defined in the Development
Agreement, Exhibit 99.5 to this report). CIM has not yet exercised this warrant.
Pursuant to the Series C Preferred Stock Purchase Agreement, dated March
24, 1999, between the Company and the other signatories thereto (the "Series C
Preferred Stock Purchase Agreement"), CIM acquired 1,606,702 shares of the
Company's Series C Preferred Stock (the "Series C Preferred Stock") at a
purchase price of $7.50 per share. The Series C Preferred Stock automatically
converted into 2,410,053 shares of Common Stock upon the completion of the
Company's initial public offering on August 19, 1999.
-7-
<PAGE>
Pursuant to a Stock Purchase Agreement, dated April 16, 1999, between Evan
Thornley, Tracey Ellery (together with Evan Thornley, the founders of the
Company) and CIM, CIM acquired 750,000 shares of the Company's Common Stock for
an aggregate purchase price of $3,750,000.
All of CIM's purchases of the Company's Series B Preferred Stock, Series C
Preferred Stock and Common Stock described above were made from CIM's working
capital.
Item 4. Purpose of Transaction.
CIM purchased the Series B Preferred Stock, the Series C Preferred Stock
and its Common Stock and entered into the Development Agreement for the purpose
of forming a strategic alliance with the Company and to establish a
nationally-distributed local website navigation service.
Except as set forth in this Report, none of CIM, CEI, Mrs. Chambers and
Mrs. Anthony and to the best of CIM's or CEI's knowledge, none of their
respective executive officers or directors has any current plans or proposals
which relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of Issuer.
(a) Under the Securities and Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder, CIM has, and CEI, Mrs. Chambers
and Mrs. Anthony may be deemed to have, beneficial ownership over 18,987,801
shares of Common Stock. These shares represent approximately 26% of the
currently issued and outstanding shares of Common Stock of the Company.
(b) The number of shares of Common Stock beneficially owned: (i) with
respect to which there is sole voting power is 0; (ii) with respect to which
there is shared voting power is 18,987,801, (iii) with respect to which there is
sole dispositive power is 0, and with respect to which there is shared
dispositive power is 18,987,801.
(c) Except as described in item 3, none of CIM, CEI, Mrs. Chambers and Mrs.
Anthony have engaged in any transaction in the Common Stock that was effected
since April 16, 1999.
(d) There is no person that has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock beneficially owned by CIM or deemed to be beneficially owned by
CEI, Mrs. Chambers and Mrs. Anthony.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
-8-
<PAGE>
The information reported in Item 3 regarding the Development Agreement and
the corresponding warrant issued to CIM is hereby incorporated by reference.
CIM agreed with the underwriters of the Company's initial public offering
that during the period beginning on August 19, 1999 and continuing and including
the date that is 180 days after August 19, 1999, it will not directly or
indirectly offer, sell, offer to sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise dispose of any shares of
Common Stock of the Company or any options or warrants to purchase any shares of
Common Stock of the Company or any securities convertible into, exchangeable for
or that represent the right to receive shares of Common Stock of the Company,
whether now owned or hereinafter acquired, without the prior written consent of
Goldman, Sachs, & Co., subject to certain limited exceptions involving transfers
to affiliates.
In conjunction with the Series C Preferred Stock Purchase Agreement, the
Company, the holders of the Company's Series A preferred stock, the Company's
Series B preferred stock, the Company's Series C Preferred Stock and the
Company's Series 1 Junior preferred stock entered into the Second Amended and
Restated Investors' Rights Agreement, dated March 24, 1999 (the "Investors'
Rights Agreement"). The Investors' Rights Agreement allows CIM or its permitted
transferees rights to require the Company to register those shares under the
Securities Act of 1933, as amended (the "Securities Act"), six months after the
closing of the Company's initial public offering. The Company's obligation to
register these shares include the following:
o at any time after the earlier of November 7, 1999 and six months
following the Company's initial public offering, at the request of the
holders of at least 30% of the outstanding shares of the registrable
securities issued or issuable upon conversion of the Company's Series
B preferred stock if the anticipated aggregate offering price, net of
underwriting discounts and commissions, would exceed $3,000,000;
provided, however, that the Company is not required to effect more
than two registrations on behalf of the holders of the Series B
preferred stock; or
o at any time after six months following the Company's initial public
offering, at the request of the holders of at least 30% of the
outstanding shares of the registrable securities issued or issuable
upon conversion of the Series C preferred stock if the anticipated
aggregate offering price, net of underwriting discounts and
commissions, would exceed $10,000,000; provided, however, that the
Company is not required to effect more than one registration on behalf
of the holders of the Series C preferred stock.
The holders of 20% of the Company's Registrable Securities (as defined in
the Investors' Rights Agreement may also require the Company to register all or
a portion of their Registrable Securities on Form S-3 when the Company is
eligible to use such form, provided that the proposed aggregate price to the
public is at least $1,000,000.
Each of the foregoing registration rights is qualified by conditions,
including the right of the underwriters in any underwritten offering to limit
the number of shares to be included in a registration due to market or other
conditions.
-9-
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit No. Title of Exhibit
1 Joint Filing Agreement by and among Cox Interactive Media,
Inc., Cox Enterprises, Inc. Barbara Cox Anthony and Anne Cox
Chambers.
99.1 Executive Officers and Directors of both CIM and CEI.
99.2 Second Amended and Restated Investors' Rights Agreement dated
March 24, 1999 (incorporated by reference to Exhibit 4.2 of
LookSmart Ltd.'s Registration Statement on Form S-1, SEC File
No. 333-80581).
99.3 Warrant issued by LookSmart, Ltd. to Cox Interactive Media,
Inc. for LookSmart Common Stock.
99.4 Lock-Up Agreement between Cox Interactive Media, Inc. and
Goldman, Sachs & Co., BancBoston Robertson Stephens Inc. and
Hambrect & Quist LLC (as Representatives of the several
Underwriters) dated June 17, 1999.
99.5 Development, Licensing and Affiliation Agreement between the
Company and Cox Interactive Media, Inc., dated May 7, 1998
(incorporated by reference to Exhibit 10.8 of LookSmart Ltd.'s
Registration Statement on Form S-1, SEC File No. 333-80581).
-10-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
COX INTERACTIVE MEDIA, INC.
August 24, 1999 By: /s/ Andrew A. Merdek
Date Name: Andrew A. Merdek
Title: Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
COX ENTERPRISES, INC.
August 24, 1999 By: /s/ Andrew A. Merdek
Date Name: Andrew A. Merdek
Title: Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 24, 1999 /s/ Anne Cox Chambers
---------------- ---------------------
Date Anne Cox Chambers
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 24, 1999 /s/ Anne Cox Chambers
---------------- ---------------------
Date Anne Cox Chambers
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 24, 1999 /s/ Barbara Cox Anthony
---------------- -----------------------
Date Barbara Cox Anthony
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) or any
subsequent filings on Schedule 13G (including amendments thereto) with respect
to the Common Stock, par value $0.001 per share, of LOOKSMART,LTD., and that
this Joint Filing Agreement be included as an Exhibit to such joint filing.
This Joint Filing Agreement may be executed in one or more counterparts,
and each such counterpart shall be an original but all of which, taken together,
shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 24th day of August, 1999.
COX INTERACTIVE MEDIA, INC.
By: /s/ Andrew A. Merdek
Name: Andrew A. Merdek
Title: Secretary
COX ENTERPRISES, INC.
By: /s/ Andrew A. Merdek
Name: Andrew A. Merdek
Title: Secretary
/s/Anne Cox Chambers
-----------------
Anne Cox Chambers
/s/Barbara Cox Anthony
-----------------
Barbara Cox Anthony
EXHIBIT 99.1
Cox Enterprises, Inc.
Executive Officers and Directors
<TABLE>
<CAPTION>
Name Position Principal Occupation Business Address
- -------------------------- ------------------- ----------------------------------- ---------------------------------
<S> <C> <C> <C>
James C. Kennedy * Chairman & Chairman & Cox Enterprises, Inc.
Chief Executive Chief Executive Officer 1400 Lake Hearn Dr., NE
Officer Atlanta, GA 30319
David E. Easterly* President & Chief President & Chief Operating Cox Enterprises, Inc.
Operating Officer Officer 1400 Lake Hearn Dr., NE
Atlanta, GA 30319
Robert C. O'Leary* Senior Vice Senior Vice President & Chief Cox Enterprises, Inc.
President & Chief Financial Officer 1400 Lake Hearn Dr., NE
Financial Officer Atlanta, GA 30319
Timothy W. Hughes Senior Vice Senior Vice President Cox Enterprises, Inc.
President Administration 1400 Lake Hearn Dr., NE
Administration Atlanta, GA 30319
Barbara C. Anthony* Vice President Chairman, Dayton Newspapers Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta, GA 30319
Anne C. Chambers* Vice President Chairman, Atlanta Newspapers Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta, GA 30319
Scott A. Hatfield Vice President & Vice President & Chief Cox Enterprises, Inc.
Chief Information Information Officer 1400 Lake Hearn Dr., NE
Officer Atlanta, GA 30319
Marybeth H. Leamer Vice President Vice President Human Resources Cox Enterprises, Inc.
Human Resources 1400 Lake Hearn Dr., NE
Atlanta, GA 30319
Andrew A. Merdek Vice President Vice President Legal Affairs & Cox Enterprises, Inc.
Legal Affairs & Corporate Secretary 1400 Lake Hearn Dr., NE
Corporate Atlanta, GA 30319
Secretary
Alexander V. Vice President Vice President Public Policy Cox Enterprises, Inc.
Netchvolodoff Public Policy 1400 Lake Hearn Dr., NE
Atlanta, GA 30319
Richard J. Jacobson Vice President & Vice President & Treasurer Cox Enterprises, Inc.
Treasurer 1400 Lake Hearn Dr., NE
Atlanta, GA 30319
Preston B. Barnett Vice President Tax Vice President Tax Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta, GA 30319
William L. Killen, Jr. Vice President Vice President New Media Cox Enterprises, Inc.
New Media 1400 Lake Hearn Dr., NE
Atlanta, GA 30319
Dean H. Eisner Vice President Vice President Business Cox Enterprises, Inc.
Business Development and Planning 1400 Lake Hearn Dr., NE
Development and Atlanta, GA 30319
Planning
Michael J. Mannheimer Vice President Vice President Materials Cox Enterprises, Inc.
Materials Management 1400 Lake Hearn Dr., NE
Management Atlanta, GA 30319
John C. Williams Vice President Vice President Marketing Cox Enterprises, Inc.
Marketing and and Communications 1400 Lake Hearn Dr., NE
Communications Atlanta, GA 30319
Arthur M. Blank Director President and Chief Executive The Home Depot, Inc.
Officer 2455 Paces Ferry Road, NW
The Home Depot, Inc. Atlanta, GA 30339
Thomas O. Cordy Director President and Chief Executive The Maxxis Group, Inc.
Officer 1901 Montreal Road, Ste. 108
The Maxxis Group, Inc. Tucker, GA 30084
Carl R. Gross Director Retired Senior Vice President Cox Enterprises, Inc.
and Chief Administrative Officer 1400 Lake Hearn Dr., NE
Atlanta, GA 30319
Ben F. Love Director Director Chase Bank of Texas
Chase Bank of Texas 600 Travis Street, 18 TCT 318
Houston, TX 77252-2558
Paul J. Rizzo Director Vice Chairman (retired 1/1/95) Franklin Street Partners
of IBM Corporation 6330 Quadrangle Drive
Ste. 200
Chapel Hill, NC 27514
</TABLE>
* Also a Director
<PAGE>
Cox Interactive Media, Inc.
Executive Officers and Directors
<TABLE>
<CAPTION>
Name Position Principal Occupation Business Address
- -------------------------- ------------------- ----------------------------------- ---------------------------------
<S> <C> <C> <C>
Peter M. Winter * President President Cox Interactive Media, Inc.
530 Means Street, NW
Suite 200
Atlanta, GA 30318
J. Lacey Lewis Vice President Vice President and Cox Interactive Media, Inc.
and Chief Chief Financial Officer 530 Means Street, NW
Financial Officer Suite 200
Atlanta, GA 30318
Keith L. Herndon Vice President Vice President Planning Cox Interactive Media, Inc.
Planning and and Product Development 530 Means Street, NW
Product Development Suite 200
Atlanta, GA 30318
Michael Q. Parker Vice President Vice President Marketing Cox Interactive Media, Inc.
Marketing 530 Means Street, NW
Suite 200
Atlanta, GA 30318
David B. Hills Vice President Vice President Sales Cox Interactive Media, Inc.
Sales 530 Means Street, NW
Suite 200
Atlanta, GA 30318
Hillary Goodall Vice President Vice President Content Cox Interactive Media, Inc.
Content Programming Programming 530 Means Street, NW
Suite 200
Atlanta, GA 30318
Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta, GA 30319
William L. Killen, Jr.* Vice President Vice President New Media Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta, GA 30319
Steven N. Becker Group Vice Group Vice President Cox Interactive Media, Inc.
President Site Site Management 530 Means Street, NW
Management Suite 200
Atlanta, GA 30318
Gary R. Mills Group Vice Group Vice President Cox Interactive Media, Inc.
President Site Site Management 530 Means Street, NW
Management Suite 200
Atlanta, GA 30318
David C. Scotter Group Vice Group Vice President Cox Interactive Media, Inc.
President Site Site Management 530 Means Street, NW
Management Suite 200
Atlanta, GA 30318
Andrew A. Merdek Secretary Vice President Legal Affairs & Cox Enterprises, Inc.
Corporate Secretary 1400 Lake Hearn Dr., NE
Atlanta, GA 30319
Richard J. Jacobson Treasurer Vice President & Treasurer Cox Enterprises, Inc.
1400 Lake Hearn Dr., NE
Atlanta, GA 30319
David E. Easterly Director President & Chief Operating Cox Enterprises, Inc.
Officer 1400 Lake Hearn Dr., NE
Atlanta, GA 30319
</TABLE>
*Also a Director
Exhibit 99.3
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH
(13) OF CODE SECTION 10-5-9 OF THE `GEORGIA SECURITIES ACT OF 1973, AND
MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS
EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION
UNDER SUCH ACT.
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT
SUCH REGISTRATION IS NOT REQUIRED.
WARRANT TO PURCHASE STOCK
Corporation: LookSmart, Ltd.
Number of Shares: 250,000
Class of Stock: Common
Initial Exercise Price: $15.00
Issue Date: May 7, 1998
Expiration Date: May 7, 2003
THIS WARRANT CERTIFIES THAT, for value received, the sufficiency of which
is hereby acknowledged, Cox Interactive Media Inc., or its assigns ("Holder"),
is entitled to purchase up to the number of fully paid and nonassessable shares
of the class of securities of LookSmart, Ltd., a Delaware corporation (the
"Company"), at the initial exercise price per share (the "Warrant Price") all as
set forth herein and as adjusted pursuant to Article 2 of this Warrant, subject
to the provisions and upon the terms and conditions set forth in this Warrant.
The Warrant will entitle the Holder to purchase 250,000 shares of the Common
Stock of the Company, par value $.001 per share (the "Common Stock") as adjusted
pursuant to Article 2 hereto. The Warrant Price for such Common Stock shall be
$15.00 per share as adjusted pursuant to Article 2 hereto. The Common Stock is
referred to herein as "Shares".
This Warrant is subject to the following terms and conditions:
<PAGE>
ARTICLE 1
EXERCISE
1.1 Method of Exercise. Holder may exercise this Warrant by delivering a
duly executed Notice of Exercise in substantially the form attached as Appendix
1 to the principal office of the Company. Unless Holder is exercising the
conversion right set forth in Section 1.2, Holder shall also deliver to the
Company a check for the aggregate Warrant Price for the Shares being purchased.
1.2 Conversion Right. In lieu of exercising this Warrant as specified in
Section 1.1, Holder may from time to time convert this Warrant, in whole or in
part, into a number of Shares determined by dividing (a) the aggregate fair
market value of the Shares or other securities otherwise issuable upon exercise
of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair
market value of one Share. The fair market value of the Shares shall be
determined pursuant to Section 1.4.
1.3 No Rights as Shareholder. This Warrant does not entitle Holder to any
voting rights as a shareholder of the Company prior to the exercise hereof.
1.4 Fair Market Value. If the Shares are traded in a public market, the
fair market value of the Shares shall be the closing price of the Shares (or the
closing price of the Company's stock into which the Shares are convertible)
reported for the business day immediately before Holder delivers its Notice of
Exercise to the Company. If the Shares are not traded in a public market, the
Board of Directors of the Company shall determine fair market value in its
reasonable good faith judgment.
1.5 Delivery of Certificate and New Warrant. Promptly after Holder
exercises or converts this Warrant, the Company shall deliver to Holder
certificates for the Shares acquired and, if this Warrant has not been fully
exercised or converted and has not expired, a new Warrant representing the
Shares not so acquired.
1.6 Replacement of Warrants. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of loss, theft or destruction, on delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company or, in the
case of mutilation, on surrender and cancellation of this Warrant, the Company
at its expense shall execute and deliver, in lieu of this Warrant, a new warrant
of like tenor.
1.7 Sale, Merger, or Consolidation of the Company.
(a) "Acquisition". For the purpose of this Warrant, "Acquisition" means any
sale, license, or other disposition of all or substantially all of the assets of
the Company, or any reorganization, consolidation, or merger of the Company
where the holders of the Company's
-2-
<PAGE>
securities before the transaction beneficially own less than 50% of the
outstanding voting securities of the surviving entity after the transaction.
(b) Assumption of Warrant. Upon the closing of any Acquisition the
successor entity shall assume the obligations of this Warrant, and this Warrant
shall be exercisable for the same securities, cash, and property as would be
payable for the Shares issuable upon exercise of the unexercised portion of this
Warrant as if such Shares were outstanding on the record date for the
Acquisition and subsequent closing. Appropriate provisions shall be made with
respect to the rights and interests of the Holder to the end that the provisions
hereof (including without limitation, provisions for the adjustment of the
Warrant Price and the number of shares issuable hereunder) shall thereafter be
applicable in relation to any shares of stock or other securities or property
thereafter deliverable upon exercise hereof.
ARTICLE 2
ADJUSTMENTS TO THE SHARES
2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a
dividend on the Shares or subdivides the Shares in a transaction that increases
the amount of common stock into which the Shares are convertible, then upon
exercise of this Warrant, for each Share acquired, Holder shall receive, without
cost to Holder, the total number and kind of securities to which Holder would
have been entitled had Holder owned the Shares of record as of the date the
dividend or subdivision occurred.
2.2 Reclassification, Exchange or Substitution. Upon any reclassification,
exchange, substitution, or other event that results in a change of the number
and/or class of the securities issuable upon exercise or conversion of this
Warrant, Holder shall be entitled to receive, upon exercise or conversion of
this Warrant, the number and kind of securities and property that Holder would
have received for the Shares if this Warrant had been exercised immediately
before such reclassification, exchange, substitution, or other event. Such an
event shall include any automatic conversion of the outstanding or issuable
securities of the Company of the same class or series as the Shares to common
stock pursuant to the terms of the Company's certificate of incorporation upon
the closing of a registered public offering of the Company's common stock. The
Company or its successor shall promptly issue to Holder a new Warrant for such
new securities or other property. The new Warrant shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 2 including, without limitation, adjustments to the
Warrant Price and to the number of securities or property issuable upon exercise
of the new Warrant. The provisions of this Section 2.2 shall similarly apply to
successive reclassifications, exchanges, substitutions, or other events.
2.3 Adjustments for Combinations, Etc. If the outstanding Shares are
combined or consolidated, by reclassification or otherwise, into a lesser number
of shares, the Warrant Price shall be proportionately increased.
-3-
<PAGE>
2.4 No Impairment. The Company shall not, by amendment of its certificate
of incorporation or through a reorganization, transfer of assets, consolidation,
merger, dissolution, issue, or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed under this Warrant by the Company, but shall at all times
in good faith assist in carrying out of all the provisions of this Article 2 and
in taking all such action as may be necessary or appropriate to protect Holder's
rights under this Article against impairment including, but not limited to, the
reservation of a sufficient number of Shares to provide for the exercise of this
Warrant and the reservation of a sufficient number of shares of common stock to
provide for the conversion of the Shares. If the Company takes any action
affecting the Shares or its common stock other than as described above that
adversely affects Holder's rights under this Warrant, the Warrant Price shall be
adjusted downward and the number of Shares issuable upon exercise of this
Warrant shall be adjusted upward in such a manner that the aggregate Warrant
Price of this Warrant is unchanged.
2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise
or conversion of the Warrant and the number of Shares to be issued shall be
rounded down to the nearest whole Share. If a fractional share interest arises
upon any exercise or conversion of the Warrant, the Company shall eliminate such
fractional share interest by paying Holder an amount computed by multiplying the
fractional interest by the fair market value of a full Share.
2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant
Price, the Company at its expense shall promptly compute such adjustment, and
furnish Holder with a certificate of its Chief Financial Officer setting forth
such adjustment and the facts upon which such adjustment is based. The Company
shall, upon written request, furnish Holder a certificate setting forth the
Warrant Price in effect upon the date thereof and the series of adjustments
leading to such Warrant Price.
ARTICLE 3
REPRESENTATIONS AND COVENANTS OF THE COMPANY
3.1 Representations and Warranties. The Company hereby represents and
warrants to the Holder that all Shares which may be issued upon the exercise of
the purchase right represented by this Warrant, and all securities, if any,
issuable upon conversion of the Shares, shall, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable, and free of any liens
and encumbrances except for restrictions on transfer provided for herein or
under applicable federal and state securities laws.
3.2 Notice of Certain Events. If the Company proposes at any time (a) to
declare any dividend or distribution upon its common stock, whether in cash,
property, stock, or other securities and whether or not a regular cash dividend;
(b) to offer for subscription pro rata to the holders of any class or series of
its stock any additional shares of stock of any class or series or other rights;
(c) to effect any reclassification or recapitalization of common stock; (d) to
merge or consolidate with or into any other corporation, or sell, lease,
license, or convey all or substantially all of its assets, or
-4-
<PAGE>
to liquidate, dissolve or wind up; or (e) offer holders of registration rights
the opportunity to participate in an underwritten public offering of the
company's securities for cash, then, in connection with each such event, the
Company shall give Holder (1) at least 20 days prior written notice of the date
on which a record will be taken for such dividend, distribution, or subscription
rights (and specifying the date on which the holders of common stock will be
entitled thereto) or for determining rights to vote, if any, in respect of the
matters referred to in (c) and (d) above; (2) in the case of the matters
referred to in (c) and (d) above at least 20 days prior written notice of the
date when the same will take place (and specifying the date on which the holders
of common stock will be entitled to exchange their common stock for securities
or other property deliverable upon the occurrence of such event); and (3) in the
case of the matter referred to in (e) above, the same notice as is given to the
holders of such registration rights.
3.3 Shareholder Rights. Upon exercising the Warrant, the holder shall be
entitled to the same rights, preferences, privileges and restrictions granted to
any other holders of securities of the same class and series as the Shares.
ARTICLE 4
MISCELLANEOUS
4.1 Term. This Warrant is exercisable, in whole or in part, at any time and
from time to time on or before the Expiration Date set forth above, unless
terminated as set forth herein.
4.2 Legends. This Warrant and the Shares (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) shall be
imprinted with a legend in substantially the following form:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
4.3 Compliance with Securities Laws on Transfer. This Warrant and the
Shares issuable upon exercise of this Warrant (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) may not be
transferred or assigned in whole or in part without compliance with applicable
federal and state securities laws by the transferor and the transferee
(including, without limitation, the delivery of investment representation
letters and legal opinions reasonably satisfactory to the Company, as reasonably
requested by the Company). The Company shall not require Holder to provide an
opinion of counsel if the transfer is to an affiliate or subsidiary of Holder
(unless Company agrees to bear the expense of providing such opinion) or a
public sale if
-5-
<PAGE>
there is no material question as to the availability of current information as
referenced in Rule 144(c), Holder represents that it has complied with
Rule 144(d) and (e) in reasonable detail, the selling broker represents that it
has complied with Rule 144(f), and the Company is provided with a copy of
Holder's notice of proposed sale.
4.4 Transfer Procedure. Subject to the provisions of Sections 4.2 and 4.3,
Holder may transfer all or part of this Warrant or the Shares issuable upon
exercise of this Warrant (or the securities issuable, directly or indirectly,
upon conversion of the Shares, if any) by giving the Company notice of the
portion of the Warrant being transferred setting forth the name, address and
taxpayer identification number of the transferee and surrendering this Warrant
to the Company for reissuance to the transferee(s) (and Holder if applicable).
Unless the Company is filing financial information with the SEC pursuant to the
Securities Exchange Act of 1934, the Company shall have the right to refuse to
transfer any portion of this Warrant to any person who directly competes with
the Company.
4.5 Notices. All notices and other communications from the Company to the
Holder, or vice versa, shall (i) be delivered to such address as may have been
furnished to the Company or the Holder, as the case may be, in writing by the
Company or such holder from time to time; (ii) be deemed delivered and effective
(a) if given personally or delivered by courier, when delivered to the
addressee, (b) when mailed by first-class registered or certified mail; (c) if
by regular mail, seven (7) business days from and including the date of postage
or (d) if by fax when transmitted to the addressee.
4.6 Waiver. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.
4.7 Attorneys Fees. In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party prevailing in
such dispute shall be entitled to collect from the other party all costs
incurred in such dispute, including reasonable attorneys' fees.
4.8 Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to its
principles regarding conflicts of law.
- 6 -
<PAGE>
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE HOLDER
Holder represents and warrants to the Company as follows:
5.1 Holder understands that neither the Warrant nor the Shares
(collectively, the "Securities") have been registered under the Securities Act
or under any state securities laws. The Holder is familiar with the provisions
of the Securities Act and Rule 144 thereunder and understands that Holder may be
required to hold the Securities until the dates of repayment thereof or for an
indefinite period of time.
5.2 Holder is acquiring the Securities for Holder's own account, and not as
a nominee or agent for others, and not with a view to resale or distribution of
any part thereof, and Holder has no present intention of selling or distributing
the Securities except for participation interests in the loan to lenders who
make to the Company the representations set forth in this Section 5.
5.3 Holder has had an opportunity to ask questions and receive answers from
the Company and its officers and directors regarding the business, prospects and
financial condition of the Company.
IN WITNESS WHEREOF, the Company has caused the Warrant to be issued by its
duly authorized officer to take effect as of the date first set forth above.
LOOKSMART, LTD.
By: /s/ Evan Thornley
Title:
- 7 -
<PAGE>
APPENDIX 1
NOTICE OF EXERCISE
1. The undersigned hereby elects to purchase ______ shares of the
Common/Series ____ Preferred [strike one] Stock of ___________________ pursuant
to the terms of the attached Warrant, and tenders herewith payment of the
purchase price of such shares in full.
2. The undersigned hereby elects to convert the attached Warrant into
Shares/cash [strike one] in the manner specified in the Warrant. This conversion
is exercised with respect to ______________ of the Shares covered by the
Warrant.
[Strike paragraph that does not apply.]
3. Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name as is specified below:
---------------------------------
(Name)
---------------------------------
---------------------------------
(Address)
4. The undersigned represents it is acquiring the shares solely for its own
account and not as a nominee for any other party and not with a view toward the
resale or distribution thereof except in compliance with applicable securities
laws.
---------------------------------
(Signature)
---------------------------------
(Date)
-8-
Exhibit 99.4
LookSmart, Ltd.
Lock-Up Agreement
June 17, 1999
Goldman, Sachs & Co.
BancBoston Robertson Stephens Inc.
Hambrecht & Quist LLC
As Representatives (the "Representatives")
Of the several Underwriters
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Re: LookSmart, Ltd.- Lock-Up Agreement
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement") among LookSmart, Ltd., a
Delaware corporation (the "Company"), and the group of Underwriters named
therein relating to an underwritten public offering of Common Stock, par value
$0.001 per share (the "Common Stock"), of the Company (the "Offering").
In consideration of the agreement by the Underwriters to offer and sell the
Common Stock, and of other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees that,
during the period beginning from the date of the final Prospectus covering the
public offering of the Common Stock and continuing to and including the date 180
days after the date of such final Prospectus used in connection with the
Offering, the undersigned will not offer, sell, contract to sell, pledge, grant
any option to purchase, make any short sale or otherwise dispose of any shares
of Common Stock of the Company, or any options or warrants to purchase any
shares of Common Stock of the Company, or any securities convertible into,
exchangeable for or that represent the right to receive shares of Common Stock
of the Company, whether now owned or hereinafter acquired, owned directly by the
undersigned (including holding as a custodian) or with respect to which the
undersigned has beneficial ownership within the rules and regulations of the
Securities and Exchange Commission (collectively the "Undersigned's Shares").
The foregoing restriction is expressly agreed to preclude the undersigned
from engaging in any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition of
the Undersigned's Shares even if such Shares would be disposed of by someone
other than the undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of any
<PAGE>
right (including without limitation any put or call option) with respect to any
of the Undersigned's Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree to be bound in writing by the restrictions set forth
herein, (ii) to any trust for the direct or indirect benefit of the undersigned
or the immediate family of the undersigned, provided that the trustee of the
trust agrees to be bound in writing by the restrictions set forth herein, and
provided further that any such transfer shall not involve a disposition for
value, (iii) to any affiliate of the undersigned, provided that such affiliate
agrees to be bound in writing by the restrictions set forth herein, or (iv) with
the prior written consent of Goldman, Sachs & Co. on behalf of the Underwriters.
For purposes of this Lock-Up Agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of the Undersigned's Shares except in compliance with the foregoing
restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.
Notwithstanding anything to the contrary herein, if the closing of the
Offering has not occurred on or prior to September 30, 1999, this Lock-Up
Agreement shall be of no further force and effect. In addition, this Lock-Up
Agreement shall be of no further force and effect if Goldman, Sachs & Co. on
behalf of the Underwriters agrees to release any other party to another Lock-Up
Agreement relating to the Offering prior to the termination of this Lock-Up
Agreement and shall not concurrently have agreed to release the undersigned and
other Holders (as defined in the Company's Second Amended and Restated
Investors' Rights Agreement, dated as of March 24, 1999) on a pro rata basis.
Very truly yours,
COX INTERACTIVE MEDIA, INC.
--------------------------
Exact Name of Shareholder
/s/ William L. Killen, Jr.
---------------------------
Authorized Signature
Vice President
---------------------------
Title
